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Home My WebLink About19-163 Resolution No. 19-163 RESOLUTION AUTHORIZING EXECUTION OF A SOFTWARE AND SERVICES SUBSCRIPTION AGREEMENT WITH ACCELERATED TECHNOLOGY LABORATORIES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE WATER DEPARTMENT LABORATORY INFORMATION MANAGEMENT SYSTEM UPGRADE PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis. City Clerk, be and are hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Accelerated Technology Laboratories, Inc., for professional services in connection with the water department laboratory information management system upgrade project, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: December 4, 2019 Adopted: December 4, 2019 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/ Kimberly Dewis Kimberly Dewis, City Clerk SOFTWARE AND SERVICES SUBSCRIPTION AGREEMENT THIS AGREEMENT is hereby made and entered into this 4th day of December , 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Accelerated Technology Laboratories. Inc., a North Carolina corporation. (hereinafter referred to as "ATL" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and ATL shall sell the goods and/or services described by Attachments A and B and any respective schedules attached thereto and made a part hereof, pursuant to the terms and conditions contained therein, except as expressly amended hereby. 2. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. ATL hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and ATL agrees that service by first class U.S. mail to Accelerated Technology Laboratories, Inc., 496 Holly Grove School Road, West End, NC 27376-8412 shall constitute effective service. Elgin agrees that service by first class U.S. mail to City of Elgin, 150 Dexter Court, Elgin, IL 60120 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. INTEREST. ATI, hereby waives any and all claims or rights to interest on money claimed to he due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 1LCS 505/1. et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 4. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 5. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall control. 6. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 7. LIMITATION OF ACTIONS. ATL shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of the alleged breach of this Agreement. 8. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or ATL and/or their officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended, the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or ATL and/or their respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 9. APPROPRIATION OF FUNDS/CITY COUNCIL LANGUAGE. The fiscal year of the City is the 12 month period ending December 3 I. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year the term of the Agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the Agreement shall terminate as of the last day of the preceding fiscal year. or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages. penalties or other charges on account of such termination. ACCELERATED TECHNOL0._OGY LABORATI110 , IN CIT IN Signature Richard G. zal, City Manag ciao Atte • Title Cit lerk F\Legal I)epttiAgreement\ATL Software&Services Purchase Agr 11-8-19 docx 2 ATTACHMENT A Definitions are in Section 15 1. SOFTWARE exceeds 15 days, and Client's failure has resulted in an unavoidable increase in the cost of the applicable,then ATL will be entitled to recover 1.1 Software Services; License;Content.Subject to the payment of from Client the reasonable amount of such increased costs.ATL's right to the Fees and subject to the terms and conditions of this Agreement,during delay applicable delivery dates or recover for increased costs may be the Term (as defined below) of this Agreement ATL will provide the exercised only if ATL provides Client with reasonable notice of Client's Software Services to Client. The Software Services shall include a non- failure and ATL uses commercially reasonable efforts to perform transferable,non-sublicensable,non-exclusive license within the United notwithstanding Client's failure to perform. States to use the Software Services as specified in a Quote and subject to the applicable Quote during the Term. Client shall also have a non- 2. SERVICES; HARDWARE; THIRD PARTY SOFTWARE; THIRD PARTY transferable,non-sublicensable,non-exclusive license within the United DATABASES States to use and modify Content during the Term; provided, however, Client shall not have the right to retain a third party to perform any Subject to the terms and conditions of this Agreement and the execution of an modifications to the Content without the prior written consent of ATL.The applicable Quote or statement of work,Client may purchase from ATL certain Software Services shall also entitle Client to receive Support Services,as set Customizations, Services, hardware, third party software, and third-party forth in Schedule A attached hereto. databases. 1.2 Authorized Users;Authorized Uses.The license granted by this 2.1 Customizations:are quoted/estimated based on the information provided by customer at the time of request, or as described in an Agreement authorizes use of the Software Services only by Authorized RFQ/RFI/RFP.If the quote estimate is accepted a requirements document Users for the internal business purposes of Client,Client shall not transfer, assign,lease,loan,resell,distribute,or otherwise grant any rights in the (RD) is created with detailed input from the customer that will more Software Services or Software in any form to any other party,including accurately define the customization and provide an actual cost/level of any commercial time-sharing,rental,or service bureauuse. effort to complete the customization. Upon completion of the RD, and customer agreement with the description/function of the customization 1.3 No Modification or Reverse Engineering.Client shall not and shall and its cost(this could be higher or lower than the estimate),the customer not allow any third party to: (i) reverse engineer, reverse assemble, will sign for approval to move forward.A modification to the original PO decompile,or otherwise attempt to derive the source code(or underlying may be needed,or a separate purchase order issued,and a 50%deposit for structure or algorithms)from the Software Services or decode or decrypt customizations over $5,000.00 are required prior to ATL establishing a any data files created by or associated with the Software Services;or(ii) schedule and starting the work. alter, adapt, or modify the Software Services or otherwise create any derivative works from the Software Services (except pursuant to the 2.2 Customization Acceptance /Testing: From the date that ATL limited license granted to Client to modify the Content, as set forth in delivers a customization the client has 14 days to test functionality and Section 1.1). inform ATL if customization does not meet the agreed functionality in the signed requirements document. Should customer not notify ATL, the 1.4 Copy of the Software Documentation.Client shall have access to customization is considered accepted by the customer. the Software Services listed in the applicable Quote, which includes an electronic copy of the Documentation.Client shall not copy the Software 2.3 Customization Change Requests:Changes or modifications to a Services,Software or Documentation without the prior written consent of signed RD are handled via a Change Order Request. A Change Order ATL.Client shall not remove,modify,or obscure any copyright and other request will specify the changes or modifications being requested with an proprietary rights notices. estimate of the cost/level of effort to complete. If accepted, an RD is created with an actual cost/level of effort to complete the request. A 1.5 Acknowledgement of ATL's Ownership Rights. Client change order shall not delay acceptance or the unnecessary withholding of acknowledges that the license granted under Section 1.1 does not payment of the original RD.Should a customization be completed and at constitute a transfer or sale of ATL's ownership rights in and to the the time of delivery customer decides to not deploy and instead chooses Software, the Software Services, the Documentation, or the Content(or to make additional changes customer will make payment on original any modifications thereto). All right, title, and interest, including all customization quote before additional change requests will beaddressed. intellectual property rights,in and to the Software Services,the Software, the Documentation,and the Content and any modifications thereto made 2.4 Delivery Dates: ATL does not guarantee delivery dates with by or for Client(including any copies or subsequent Releases)shall be,and respect to customizations.Any date or timeline provided is a prediction will remain the exclusive property of ATL or any third party from whom ATL only and not a contractually obligated deliverydate. has licensed software or technology, as applicable. Client further 3. FEES AND EXPENSES acknowledges tbat the Software, Software Services, 'Documentation, Content,and the information therein isproprietaryto ATL and its licensors 3.1 Fees. Client shall pay to ATL a Fee for the following services or and comprises: (a) original works of authorship, including compiled items licensed or purchased pursuant to an executed Quote or statement information containing ATL's or its licensors'selection, arrangement and of work: coordination, and expression of such information; (b) confidential and • Software Services trade secret information; and (c) information that has been created, • Customizations developed,and maintained by ATL or its licensors at great expense of time • Deployment Services and money such that misappropriation or unauthorized use by others for • Transaction Services commercial gain would unfairly and irreparably harm ATL and/or its • Third party databases licensors,as applicable.This Section shall apply to all Content whether or • Hardware and third-party software not it originated from ATL's Content library. • Other Services 1.6 Responsibilities of Client.In the event this Agreement or any Work Order requires Client to provide any resources in connection with the 3.2 Hosting Fees:Client shall be responsible for monthly hosting and implementation of the Software Services,and Client fails to provide the setup fees, as noted on the invoice, from the agreed-upon start of the requisite quality or quantity of such resources or fails to provide such deployment process (First Access). These fees are due irrespective of resources in a timely manner for a period that does not exceed 15 days, deployment timeline and or use of environment by client. ATL's sole remedy is an extension of the applicable delivery dates 3.3 Expenses;Shipping Costs.Should Client request ATL to travel to corresponding to the delay. If Client's failure to provide such resources Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 1 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED Client's site,Client agrees to reimburse ATL for all travel and travel related of 60 months unless earlier terminated in accordance with this Section 4 expenses incurred by ATL.Client will pay all costs relating to the shipment or as otherwise specified in this Agreement.Upon expiration of the initial of any hardware and materials. term,this Agreement shall automatically renew for successive 12-month periods unless a party provides the other party with written notice of 3.4 Fee Increases. ATL shall be permitted to increase the Fees and such party's desire to terminate at least forty-five (45))days prior to the third-party license costs no more than once per year,by no more than the expiration of the then-current term. "Term" shall mean the initial 60- Consumer Price Index for All Urban Consumers for the prior twelve(12) month term plus any successive 12-month term extensions. month period.This does not include any year one discounts offered unless otherwise specified in this Agreement or on the quote 4.2 Bankruptcy. Either party may terminate this Agreement and any rights granted hereunder by providing written notice to the other party 3.5 Payment Terms. All Fees, expenses, and costs shall be paid in upon the occurrence of any of the following events: (i) a receiver is United States dollars. Payment terms shall be set forth in the applicable appointed for the other party or its property;(ii)the other party makes a Quote or statement of work.HOSTING Costs:Client shall agree to pay the general assignment of all or substantially all of its assets or business for the initial three months hosting costs and setup fees prior to the agreed upon benefit of its creditors;(iii)the other party commences or has commenced start date. Client shall agree to the following payment options, (1) against it,proceedings under any bankruptcy law,which proceedings are Automated Credit Card payment; (2) Bank Draft; (3) payment annually not dismissed within sixty(60)days;or(iv)the other party ceases to do (which shall receive a 3%discount)by filling out Schedule F-ATL Recurring business. Payment Authorization Form.All recurring monthly hosting costs will be paid in advance by automatic electronic charge of a Client credit card or 4.3 Termination by ATL. ATL shall have the right to terminate this bank account as selected in Schedule F.ATL will initiate electronic charge Agreement and any rights granted hereunder in the event Client (i) of such invoiced amounts on or around the 25"of each month and receipt commits a material breach of any of its obligations concerning scope of use is sent to Client.Client will deliver to ATL an executed authorization for or the protection of the Software Services, Software and/or such charge in the form attached to this Agreement in Schedule F-ATL Documentation,intellectual property of ATL,or Confidential Information; Recurring Payment Authorization Form or such other form acceptable to or(ii)materially breaches any of its obligations under any provision of this ATL,and such form may be blank or detached from this Agreement without Agreement,which breach is not remedied by Client within thirty(30)days impairing the legal effect of this Agreement.ATL may refuse to proceed after receipt of written notice from ATL. with providing any Services in the absence of such delivery.Client hereby 4.4 Termination by Client.Client shall have the right to terminate this warrants on an ongoing basis that the automatic charge facility will be Agreement in the event that ATL materially breaches any of its obligations maintained during the term of the Agreement,that ATL is authorized to under this Agreement, which breach is not remedied within ninety(90) make charges as provided in this Agreement,and that the account to be days after receipt of written notice from Client. In addition, Client may charged is not the account into which any collections that represent terminate this Agreement as set forth in section 4.1 above. payment by any government source or program,in whole or in part,are initially deposited. 4.5 Rights Upon Termination. Should payment authorization fail prior to the end of the payment term all 4.5.1 All rights granted hereunder shall terminate upon termination user accounts shall automatically be disabled and customer will not be able of this Agreement.Termination of this Agreement or any Software to continue using services until payment is made.Should payment not be license shall not limit either party from pursuing other remedies made within 10 days a re-activation fee of$100 per user account shall be available(except where a sole remedy is specified),including,but not assessed against customer and is due paid in full before accounts will be limited to,injunctive relief,nor shall such termination relieve Client's reactivated.Other fees&Services:Any amounts not paid when due shall obligation to pay all Fees,expenses,and costs that have accrued or be subject to interest at the lesser of 1.5%per month or the maximum rate are otherwise owed by Client to ATL pursuant to this Agreement.The allowed by applicable law.For all non-recurring monthly charges ATL will parties'rights and obligations under sections 1.3, 1.5,4,7,8,9, 10, mail an invoice for Fees for Services at the time the work is completed or 11, 12, 13, and 14 shall survive termination or expiration of this other agreed upon milestones.All invoiced amounts(excluding recurring Agreement. amounts but including and not limited to Fees for Services and travel expenses)will be due Net 30 from date of invoice. 4.5.2 Vendor Expenses. Client acknowledges that in order to provide the Services,ATL has entered into hosting arrangements with 3.6 Failure to meet Payment Terms. If Fees,expenses,and costs are third party service providers.In consideration of the foregoing,upon not paid within thirty(30)calendar days from the date of the applicable the termination of this Agreement for any reason, other than a invoice,such amounts are considered past due.In such a circumstance,ATL breach of this Agreement by ATL or the expiration of a term of this may,without limiting ATL's other rights and remedies:(i)disable all user Agreement,Client agrees to reimburse ATL for all reasonable costs accounts,access to all virtual machines,access to client data and access and expenses suffered or incurred by ATL relating to the termination to Support Services,which shall remain in effect until payment is made in of any such hosting arrangement, including, without limitation, full. In the event monthly Fees, expenses,and costs are not paid within severance or termination payments. ATL and Client agree that the ninety(90)calendar days from the date of the applicable invoice,Client's payments as set forth in this Section 4.5.2 are not intended as a virtual environment may be disabled, saved to disk and stored for no penalty, but are instead intended as reasonable estimates of the more than six(6) months from the date of the applicable invoice. Data losses and expenses resulting to ATL from termination of the will not be provided to Client until such time as payment is made in full Agreement. for all Fees, expenses and costs outstanding to bring Client's account current,including monthly fine of 5%past due amount and an additional 5. Transition Services.Except for in the case of a breach of Client obligations $3,000 reinstatement fee.Client will also be liable for any attorney fees or set forth in Section 1 of the Agreement or failure to pay all required Fees other costs associated with collecting late and/or accelerated payments. hereunder, in the event the Agreement is terminated, in order to effectuate Client's orderly transition to a subsequent vendor,ATL will,at Client's request, 3.7 Taxes.The City is a tax-exempt governmental entity. All Fees are continue to provide Services for up to ninety (90) days after the date of exclusive of any and all taxes, duties, or levies assessed by applicable termination. During such time,Client will continue to pay all related Fees and governmental authorities. All such applicable taxes, duties, and levies will still be subject to all terms and conditions of the Agreement. At Client's (exclusive of any taxes based upon ATL's income)shall be assumed by and reasonable request,ATL will use commercially reasonable efforts to provide such paid for by Client. additional assistance to effectuate such transition to ATL's then-current time and materials rates. 4. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence upon the Effective Date and continue in full force and effect for a period Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 2 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED 6. ACCEPTANCE — HARDWARE In the event that Client has purchased IS AT CLIENT'S SOLE RISK. THE CONTENT MAY CONTAIN CONTENT hardware through ATL,Client shall evaluate any hardware delivered by ATL and UPLOADED BY USERS,AND SUCH CONTENT HAS NOT BEEN REVIEWED BY shall submit a written acceptance or rejection to ATL during the Acceptance ATL. CLIENT UNDERSTANDS AND AGREES THAT CLIENT IS SOLELY Period.Failure by Client to deliver a written acceptance or rejection within the RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE CONTENT.ATL AND Acceptance Period shall be deemed an acceptance by Client of such hardware ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO "As-Is,Where-Is." WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, 7. WARRANTIES COMPLETENESS,RELIABILITY,OR USEFULNESS OF ANY CONTENT. 9. EXCLUSIVE REMEDIES 7.1 Software ATL warrants that the Software Services shall perform substantially in accordance with its Software Documentation,provided by CLIENT'S SOLE AND EXCLUSIVE REMEDY AGAINST ATL, ITS AGENTS, OFFICERS, ATL,during the Warranty Period.The foregoing warranty shall be null and DIRECTORS, EMPLOYEES, AND ITS LICENSORS FOR BREACH OF ANY OF THE void to the extent any failure to perform in accordance with the WARRANTIES SET FORTH IN SECTION 7 SHALL BE FOR ATL,AT ITS OPTION,TO Documentation is caused by:(i)any modification of the Software Services USE COMMERCIALLY REASONABLE EFFORTS TO(A)CORRECT ANY ERROR IN THE by Client or any third party; (ii) used by Client in combination with SOFTWARE AS TO WHICH CLIENT HAS GIVEN ATL WRITTEN NOTICE;(B)REPLACE hardware or software not authorized by ATL in writing;or(iii)Client's use ANY DEFECTIVE SOFTWARE AS TO WHICH CLIENT HAS GIVEN ATL WRITTEN of the Software Services in violation of the Documentation or this NOTICE; AND/OR (C) RE-PERFORM ANY SERVICE PROVIDED BY ATL WHICH Agreement. CLIENT REASONABLY DEEMS DEFICIENT AND AS TO WHICH CLIENT HAS GIVEN ATL WRITTEN NOTICE.IN THE EVENT ATL,IN ITS SOLE DISCRETION,DETERMINES 7.2 Services.ATL warrants that the Software Services and any other THAT IT WOULD NOT BE COMMERCIALLY REASONABLE TO CORRECT,REPLACE, Services provided hereunder shall be provided in a professional and OR RE-PERFORM ANY DEFECTIVE SOFTWARE OR DEFICIENT SERVICE, CLIENT workmanlike manner. SHALL BE ENTITLED TO A REFUND OF FEES PAID TO ATL FOR ANY SUCH 7.3 Hardware. In the event that Client has purchased hardware SOFTWARE OR SERVICE. through ATL,ATL shall pass through to Client any original manufacturers' 10. LIMITATION OF LIABILITY warranties for hardware products acquired by ATL for Client. ATL does not make any warranties in connection with the hardware and hereby 10.1 General.IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ATL, expressly disclaims any warranties with respect thereto. ITS AGENTS,OFFICERS,DIRECTORS,EMPLOYEES OR ANY OF ITS LICENSORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED TWO 7.4 No Viruses.ATL warrants and covenants that no portion of the TIMES(2X)THE AMOUNT PAID BY CLIENT TO ATL DURING THE TWELVE Software Services,when made accessible to Client,contains a "virus" or (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO other computer software routine intended or designed to or which has the LIABILITY UNDER THIS AGREEMENT.EXCEPT AS PROVIDED FOR IN SECTION capacity to:(i)permit access or use of the Software Services or the Client's 7.4, IN NO EVENT SHALL, ATL, ITS AGENTS, OFFICERS, DIRECTORS, systems by any person not authorized by Client;(ii)disable,damage,erase, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES CAUSED BY disrupt or impair the normal operation of the Software Services; (iii) ANY VIRUSES,TROJAN HORSES OR OTHER SIMILAR CODE,OR ANY DENIAL- disable, damage, erase, disrupt or impair the normal operation of any OF-SERVICE ATTACKS OR ANY UNAUTHORIZED ACCESS TO CLIENT'S hardware or other software or data on Client's computer systems;or(iv) SYSTEM BY UNRELATED THIRD PARTIES. IN NO EVENT SHALL ATL, ITS have any other material and adverse effect or impact on the Client's AGENTS,OFFICERS,DIRECTORS,EMPLOYEES OR ITS LICENSORS BE LIABLE computer systems ("Viruses"). In addition, ATL will take commercially FOR: (I)ANY LOST PROFITS OR REVENUES,COSTS OF PROCUREMENT OF reasonable and diligent measures(consistent with the following sentence) SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER SPECIAL, to ensure that no Viruses or similar items are coded or introduced by ATL CONSEQUENTIAL,INCIDENTAL,PUNITIVE,OR INDIRECT DAMAGES ARISING into the Software Services,Client's computer systems interfacing with the OUT OF THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, Software Services,or the information systems and operating environments TORT,STRICT LIABILITY,OR OTHERWISE,AND WHETHER OR NOT ATL HAS and processes used by ATL or its providers to provide the Software BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) LOSS OF Services. ATL will continue to review, analyze and implement DATA RESULTING FROM A MAJOR SYSTEM FAILURE UNDER THIS improvements to and upgrades of its Virus prevention and correction AGREEMENT,PROVIDED ATL RESTORES ALL CLIENT DATA TO THE POINT OF programs and processes that are commercially reasonable and consistent THE EVENING BEFORE THE FAILURE. THESE LIMITATIONS SHALL APPLY with the then current information technology industry's standards. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY 8. DISCLAIMERS LIMITED REMEDY. 8.1 Third Party Databases'Data.ATL shall not be liable for any specific 11. INDEMNIFICATION settings or databases embedded within the Software Services.ATL does 11.1 Indemnity by ATL.ATL shall indemnify,defend,and hold harmless not warrant the accuracy of codes or other data contained in the Software Client from and against any and all third party claims,damages,liabilities, Services or any third-party database incorporated into the Software penalties,judgments, and costs(excluding attorneys'fees)arising out of Services. ATL shall not be liable for the content, accuracy, clarity, or any material claim for infringement of any patent, trademark, trade resolution of any scanned images or digital images. secret, copyright, or other intellectual property right of a third party 8.2 General. NEITHER ATL, IT'S AGENTS, OFFICERS, DIRECTORS, related to the Software Services, provided that such claim does not arise EMPLOYEES,NOR ITS LICENSORS WARRANT THAT THE SOFTWARE WILL BE solely out of Client's use of the Software Services in breach of this UNINTERRUPTED OR ERROR-FREE OR THAT ANY SOFTWARE,CONTENT,OR Agreement. Client shall(a) notify ATL promptly in writing of any alleged SERVICES WILL MEET CLIENT'S REQUIREMENTS. EXCEPT AS SET FORTH infringement of which Client becomes aware;(b)give ATL sole authority to ABOVE, ATL, ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, AND ITS control fully the defense and settlement of any infringement claim, LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES WITH RESPECT TO provided however, Client may retain their own independent counsel at THE SOFTWARE, THE DOCUMENTATION, THE CONTENT, AND/OR ANY Client's own expense;and(c)furnish all reasonable assistance and provide MATERIALS OR SERVICES FURNISHED TO CLIENT UNDER THIS AGREEMENT, all appropriate documentation in its possession requested by ATL.Client's WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING failure to comply with (a) through (c) above will only relieve ATL of its ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A related indemnification obligations if such failure materially prejudices PARTICULAR PURPOSE,TITLE,AND NON-INFRINGEMENT. ATL's defense of any claim. 8.3 Content. CONTENT PROVIDED AT DEPLOYMENT, VIA ATL'S 11.2 Exclusions. Notwithstanding the foregoing, ATL shall have no CONTENT LIBRARY,OR OTHERWISE IS PROVIDED ON AN"AS IS"AND"AS obligation to indemnify Client pursuant to this Section 11 with respect to AVAILABLE"BASIS.CLIENT EXPRESSLY AGREES THAT USE OF THE CONTENT any infringement or alleged infringement to the extent resulting from (i)any modification to the Software Services made by Client or any third para;Lrly unauthorized use of the Software Services by Client or any Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 3 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED third party;(iii)failure of Client to use Releases provided by ATL;(iv)any the assignee agrees in writing to be bound by and to perform all obligations use of the Software Services in combination with other software, and terms of this Agreement.ATL may assign its rights and delegate its duties hardware,or data not supplied or authorized in writing by ATL;or(v) hereunder at any time without the consent of Client. ATL's compliance with Client's designs,processes,or formulas. 14.2 Modification;Amendment.This Agreement may not be modified or 11.3 ATL Options.In the event of an infringement claim against Client amended except by a writing,which is signed by authorized representatives of with respect to the Software Services,or in the event ATL believes such a each of the parties hereto. claim is likely,ATL shall have the option,at its expense,to(i) modify or replace the Software Services so that they are non-infringing;or(ii)obtain 14.3 No Waiver. The failure of either party to exercise any right or the for Client a right to continue accessing the Software Services.If neither of waiver by either party of any breach,shall not prevent a subsequent exercise of the foregoing alternatives is commercially practicable,ATL shall have the such right or be deemed a waiver of any subsequent breach of the same or of right to require the Client to terminate the Software Services,and ATL shall any other term of the Agreement. refund to Client all Fees paid for such Software Services, and the rights 14.4 Force Majeure. Neither party shall be deemed in default of this granted to such Software Services shall terminate with no continuing Agreement to the extent that performance of their obligations or attempts to obligation or liability of ATL to Client. cure any breach are delayed or prevented by reason of any act of God,fire, 11.4 Sole Remedy.THE FOREGOING STATES THE SOLE AND EXCLUSIVE natural disaster, accident, act of government, shortages of materials or LIABILITY OF ATL,ITS AGENTS,OFFICERS,DIRECTORS,AND EMPLOYEES FOR supplies, or any other cause beyond the control of such party provided that ANY THIRD-PARTY CLAIM OF INFRINGEMENT AND IS IN LIEU OF ANY AND such party gives the other party written notice thereof promptly and, in any ALL WARRANTIES,EXPRESSED OR IMPLIED,IN REGARDTHERETO. event, within fifteen(15)days of discovery thereof and uses its commercially reasonable efforts to cure the delay or prevention.ATL will not be deemed to 11.5 Indemnity by Client. Client shall indemnify, defend, and hold be in breach of this Agreement in the event that it, despite its commercially harmless ATL from and against any and all damages,liabilities,costs,and reasonable efforts,is not able to cure any such default under this Agreement. expenses (excluding attorneys' fees) arising out of (i) Client's failure to comply with all applicable laws, rules, and regulations, or (ii) Client's 14.5 Equitable Remedies.The parties recognize that money damages shall material breach of any of the provisions of this Agreement,or(iii)Client's not be an adequate remedy for any breach or threatened breach of any negligence or willful misconduct.ATL shall provide Client with(a)prompt obligation hereunder involving, without limitation, intellectual property, written notice of any such claim of which ATL becomes aware; (b) all Confidential Information,or use of the Software Services beyond the scope of reasonable assistance and documentation in ATL's possession requested the license granted by this Agreement. The parties therefore agree that in by Client to defend such claim; and (c) control over the defense and addition to any other remedies available hereunder,at law or otherwise,they settlement of such claim, provided that Client shall not agree to any shall be entitled to an injunction against any such continued breach of such settlement or other disposition that imposes any obligation on ATL. obligations. 12. CONFIDENTIAL INFORMATION 14.6 Entire Agreement. This Agreement, and all schedules, Quotes, and statements of work attached hereto and incorporated herein, constitute the Client acknowledges that the Software Services, other Services,Software,the sole and entire agreement of the parties with respect to the subject matter Documentation,and the Content contain ATL's and/or its licensor's proprietary hereof and supersede any prior oral or written promises or agreements.There information and Confidential Information.Each party shall treat as confidential are no promises,covenants,or undertakings other than those expressly set forth all Confidential Information of the other party, will not use such Confidential in this Agreement,and all schedules,Quotes,and statements of work. Information except as expressly set forth herein or as otherwise authorized in writing, will implement reasonable procedures to prohibit the disclosure, 14.7 Severability.If any provision of this Agreement is held to be invalid or unauthorized duplication,misuse,or removal of the other party's Confidential unenforceable,the remaining provisions of this Agreement will remain in full Information, and will not disclose such Confidential Information to any third force. party except as may be necessary and required in connection with the rights and obligations of such party under this Agreement,and subject to confidentiality 14.8 Third Party Beneficiary. No third party shall be deemed an intended obligations at least as protective as those set forth herein.Without limiting the beneficiary of this Agreement. foregoing,each of the parties will use at least the same procedures and degree 14.9 Export Regulations.Client shall not export,re-export,or transfer the of care which it uses to prevent the disclosure of its own confidential information Software Services or Documentation,except as authorized in writing by ATL and of like importance to prevent the disclosure of Confidential Information in accordance with the U.S.export control regulations and other applicable laws. disclosed to it by the other party under this Agreement,but in no event less than Client is advised that the Software Services and the Documentation are subject reasonable care. Notwithstanding the foregoing,Client's good faith compliance to the U.S. Export Administration Regulations.Client agrees not to export, re- with the provisions of the Illinois Freedom of Information Act(5 ILCS 140/1,et export, import, or transfer the Software Services or the Documentation seq.) shall not be construed as, and shall not constitute a breach of this contrary to U.S. or other applicable laws, whether directly or indirectly, or Agreement. assist or facilitate others in doing any of the foregoing. Client represents and 13. AUDIT warrants that(a)neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied its export During the term of this Agreement,no more than once per year,and for a term privileges, and (b) Client is not located in,a resident of,or a citizen of,Cuba, of one(1)year after termination of this Agreement,upon reasonable notice,ATL Iran, Iraq,Libya,North Korea,Sudan,Syria or any other country to which the may perform at its sole cost and expense reasonable audit and inspection United States has embargoed goods. Client agrees not to use or transfer the procedures to confirm Client's compliance with the terms and conditions of this Software Services for end use relating to any nuclear, chemical or biological Agreement,including,but not limited to,provisions relating to scope of use of weapons, or missile technology unless authorized by the U.S.Government by the Software Services and protection of Confidential Information. Client shall regulation or specific license. reasonably cooperate in any such audit,which may be conducted in person or remotely.The audit shall be performed in a manner so as to minimize the 15. DEFINITIONS impact on the Client's business. The following definitions shall apply to this Agreement, including all schedules, 14. GENERAL PROVISIONS Quotes,and statements of work: 14.1 Assignment. Client may not sell, pledge, assign, sublicense, or "Acceptance-Hardware Period" shall mean the ten (10) day period after otherwise transfer or share its rights or delegate its obligations under this hardware has been delivered to Client by ATL. Agreement without the prior written consent of ATL,which consent shall not "Authorized Users"shall mean employees of Client and only for use on behalf for be unreasonably withheld. Any attempted sale, pledge, assignment, the business of the client. For each user login licensed by Client,as specified in sublicense,or other transfer in violation hereof shall be void and of no force or the Quote, Client has the right to two active unique named user logins in the effect.Any authorized assignment by Client hereunder will be invalid unless _ software database per concurrent license. For example, if client purchases 10 Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 4 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED concurrent licenses they may have 20 active user accounts,however only 10 may problems,each problem is considered a separate incident,and therefore must be connected to the system at any given time. be submitted as a separate support request. "Content" shall mean all system master files, templates, and reports that "Support Services"shall mean the support services for the Software Services set constitute a part of the Software Services and Software, and the electronic forth in Schedule A and the applicable Quote. documents,files,data,forms,and other materials contained in such master files and templates,including those from ATL's Content library,whether or not they "Warranty Period"shall mean the ninety(90)day period following the assigned are subsequently modified by Client, and any such Content created after the date of first access. Effective Date by or for Client in accordance with the terms of this Agreement or any related agreement. "Confidential Information"shall mean any information relating to,or disclosed in the course of, this Agreement, which is designated as 'confidential' or 'proprietary'or some similar designation or information which is or should be reasonably understood to be confidential or proprietary to the disclosing party. Confidential Information includes but is not limited to the Software, the Documentation, the Content, the terms and pricing under this Agreement, business strategies, specifications,technical data, and all Quotes. Confidential Information shall not include information(a)already known to either party at the time of receipt thereof from the other;(b)that was readily available to the general public at the time of receipt thereof from the other; (c) that subsequently becomes known to the general public through no fault or omission on the part of the party receiving such information; (d) that is subsequently disclosed by a third party which has a bona fide and legal right to make such disclosure; or (e) that is required to be disclosed by a court of competent jurisdiction or other governmental authority or pursuant to applicable law. "Customization" shall mean a requested modification to the look, feel or function of the software by a Client,as specified in the Quote and Requirements Document signed by client "Deployment Services" shall mean the hardware staging, data migration, deployment,and training services set forth in Schedule B and the applicable Quote. "Documentation" shall mean the user manual(s) for use of the Software Services.Documentation is provided in electronic form,incorporated into the Software Services. "Error" shall mean any reproducible failure or inability of the Software Services to perform any material function set forth in the Documentation. "Fee(s)"shall mean Software Services fees and any and all fees for purchasing Services, hardware, third party software, and third-party databases, as specified in a Quote or statement of work. "Hosting Services"shall mean the hosting services provided by ATL to Client as set forth in a Statement of Work or Quote which shall relate to the operation and maintenance of systems and web sites used to host the Software. "Quote"shall mean the Quote provided by ATL to Client pursuant to which Client orders Software Services, other Services, hardware, third party software,or third-party databases under thisAgreement. "Release"shall mean any version,update,release,patch,or enhancement of the Software Services. "Services"shall mean any services set forth in a statement of work or Quote, provided by ATL to Client,including,but not limited to,the Software Services, Support Services,Deployment Services,and Transaction Services. "Software" shall mean the computer software program or programs described in the Quote which is being provided by ATL to Client under a software as a service structure pursuant to the terms and conditions of this Agreement. "Software Service Fee(s)" shall mean that applicable Fee due ATL for the Software Services and Support Services. Payment of the Software Services Fee shall entitle Client to receive Support Services,as set forth in Schedule A attached hereto. "Software Services"shall mean the software service to be provided by ATL to Client,as set forth in the applicable Quote. "Support Incident" shall mean a problem with the Services that cannot be broken down into subordinate problems. For a request with subordinate Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 5 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE A-SUPPORT SERVICES AGREEMENT ATL shall provide Support Services pursuant to the Agreement and according to times only and are not guaranteed.NOTE:Support incidents are triaged by the further terms and conditions set forth below to Client for Software Services SaaS Plan and Severity,with Premier support incidents taking priority. listed in a Quote,so long as Client has paid the applicable Software Fee and is not in breach of any provision of the Agreement. 4.2 Authorized Contacts.Client may designate up to a maximum of two(2)authorized contacts per Client account.Additional contact people 1. SUPPORT SERVICES shall result in an additional charge to the Client.Client shall provide to ATL a list of its authorized contact people by the Effective Date of the 1.1 Software Support. ATL shall perform the following Software Agreement.Client must give ATL prior notice of any proposed changes to Support Services on a per incident basis:(i) assist Client in diagnosing the list of authorized contact people.The two(2)initial authorized contact reported Errors;and(ii)provide technical services to Client to attempt to people and any replacement contact people will not be authorized to correct diagnosed Errors. Software Support Services include support of contact the help desk until they have received the proper training from Content.A Support Incident may require multiple interactions and off-line ATL. research to resolve it.Please note that a Support Incident involving an ATL Software Service bug will not be applied against Client's contracted support 5. SOFTWARE RELEASES incidents. Subject to Client's payment of the Software Services Fee and compliance with all 1.2 Hardware Support.ATL does not provide support for hardware at terms of the Agreement, ATL will provide Client access to Releases that are Client's site. issued by ATL during the Term.Releases will be updated in the Software Services hosting environment at ATL's discretion with prior notice to Client.Updates will 1.3 Work Not Covered.The following items are outside the scope of not take place during business hours,unless required to mitigate a specific issue Support Services and are subject to additional charges billable in affecting Client's usage of Software. accordance with ATL's then current time and materials support policy:All time associated with problems or service calls that arise from:(i)Client's 6. CONTENT LIBRARY negligence;or(ii)alterations made or damage caused by parties other than ATL or its authorized representatives. ATL shall not be responsible for During the Term,provided that Client has paid the Software Services Fee,Client Client's computer network or for any connectivity or other related issues shall have access to ATL's Content library. that prevent Client from gaining access to the SoftwareServices. 7. THIRD PARTY DATABASES 2. DUTIES OF CLIENT During the Term,provided that Client has paid the Software Services Fee,Client 2.1 Administrator. Client shall designate a Software Services may purchase certain third-party databases pursuant to an applicable Quote. administrator.The administrator must have a working knowledge of the Such third party databases will be periodically updated during the Term administrative module of the Software Services and Client data files and provided that Client has paid the Software Services Fee and Fees for such third- shall generally be responsible for template set-up,template management, Party databases. and recording and reporting Errors and other problems.The administrator must attend the entire online administrative overview trainingsession. 3. HOURS OF COVERAGE 3.1 Principal Period of Support. The principal period of support ("PPS")is an eight(8)hour period beginning at 8:00 a.m.ET and ending at 5:00 p.m.ET(Monday through Friday,excluding holidays)in the contiguous United States. 3.2 After Hours Support. The after-hours support (AHS) is from 5:01pm—7:59am and covers the"Platform"only. 3.3 Hourly Support Service. Support Services that are performed outside of the PPS, at the request of the Client, or that are outside the scope of,or in addition to,the Support Services detailed herein,shall be deemed hourly service,and Client shall be billed in accordance with ATL's then current time and materials support policy.Upon Client's request,ATL shall provide a written estimate of the cost to perform the work prior to beginning work on any task that is being billed in accordance with ATL's time and materials support policy. 4. PROCEDURES 4.1 Help Desk.Requests for Support Services will be directed to ATL customer support by calling the help desk telephone line or by sending an email or submitting a web form request to the help desk,if such Internet contact methods are available. If, during the PPS,ATL customer support personnel are unavailable to answer Client's call or immediately respond to Client's submission of email or web form requests,ATL shall respond to Client within 2 hours of Client contacting the help desk during normal business hours if deemed to be a High Severity incident.ATL will work with the Client to categorize the reported problems by severity and update the customer support problem-reporting database as appropriate.ATL will use commercially reasonable efforts to resolve requests for Support Services reported by Client during the PPS in accordance with the severity matrix below,which severity level shall be finally determined by ATL, in its sole discretion.The resolution times set forth in the chart below are target Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 6 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SUPPORT SERVICES SEVERITY MATRIX Target Severity Definition Resolution Actions High Error that renders the Within 4 ATL shall promptly initiate the following procedures upon confirmation of the defect by ATL: Software Services business hours (1) assign a senior customer support representative to correct the Error; (2) notify senior ATL inoperative or causes the management that a high severity defect has been reported and that steps are being taken to Software Services to fail correct the defect;(3)provide Client with periodic reports on the status of the resolution;and catastrophically. (4)commence work to provide Client with a workaround or fix. Medium Error that materially Within 1 ATL shall assign customer support to correct the Error,provide Client with periodic reports on the restricts Clients use of the business day status of the resolution,and use commercially reasonable efforts to include the fix for the Error in Software Services. the next Release. Low Error that causes only a Within 3 ATL shall assign customer support to correct the Error,provide Client with periodic reports on the minor impact on Client's use business days status of the resolution,and may in its discretion include the fix for the Error in the next Release. of the Software Services and/or an Error for which a workaround is available. Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 8 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE B-STATEMENT OF WORK—DEPLOYMENT SERVICES ATL will perform Deployment Services for the Software Services pursuant to the purpose of such data migration. the Agreement and according to the terms and conditions below and the applicable Quote and Quote Detail,so long as Client has paid the applicable 3. DEPLOYMENT AND TRAINING Fees. 3.1 Project Plan Development and Client Assessment. ATL will 1. DEPLOYMENT AND TRAINING HOURS perform a review of Client needs and develop a project plan specific to those needs. 1.1 Setup and configuration of base Virtual environment is included in the one time"setup fee".This does not include any customizations 3.2 Training.Training will be provided to Client in two stages.First, unless specified on the Quote. Client's system administrator shall attend administrative overview training, which will include an overview of the Software Services and 1.2 Hours included on the Quote Detail are estimated based on the training on system set-up procedures. Second, Client's end users will historical average of hours required to deploy and train practices of attend end-user training,which will include short sessions focusing on similar size, specialty and number of locations. ATL deployment and end-user's use of the Software Services. training hours are delivered on a time and materials basis. 3.3 Quality Assurance and Go-Live.Quality assurance and go-live 1.3 ATL shall provide both remote and on-site customization and consists of final testing and launch of the SoftwareServices. training services at an hourly rate that is further defined in the Quote 4. CLIENT RESPONSIBILITIES Detail.The hourly rate quoted is based upon an eight(8)hour day during normal business hours.Any work scheduled outside of normal business To accomplish the Deployment Services tasks within the time estimated by hours must be approved and scheduled in advance.ATL requires a(3) ATL,ATL requires the following information and/or assistance from Client: three-day minimum order for on-site visits. 4.1 Appropriate Resources. Client will provide appropriate 1.4 Client purchased the number of customization and training resources and personnel throughout the deployment process. hours set forth in the applicable Quote Detail. If Client requires additional customization hours, such time shall be made available to 4.2 Project Manager. Client must designate a "project manager," Client at ATL's then-current rates.Any Client caused delays while ATL is who will be responsible for ensuring that all requested documentation is on-site shall count against the number of customization and training provided to ATL in a timely manner.Client's project manager will be the hours purchased by Client.All time incurred by the ATL customization key point of contact for ATL.The project manager,or a designee thereof, and training team is documented on weekly time sheets and invoiced must attend all status update meetings between Client and ATL. monthly.Hours invoiced can include,but are not limited to,phone calls, 4.3 Time Sheet Approval.Client must provide written approval for email correspondence,project planning,reporting,but do NOT include ATL time sheets on a weekly basis.It is Client's responsibility to track and travel time. verify that the time invoiced is accurate. If there are issues with time 1.5 ATL quotes hourly rates that include and exclude reasonable and reported or the quality of the training provided,Client must notify the customary travel expenses per the applicable Quote. For quotes that deployment and training manager and the ATL accounting department include reasonable and customary travel expenses in the hourly rate,any in writing within 5 days of such training.ATL does not provide credits for additional travel costs associated with the delay or change in agreed training time.If ATL and Client mutually agree that adequate training was upon training dates will be invoiced as incurred as additional costs. not provided,ATL will provide additional training at no additional cost to the Client. It is in the best interests of both ATL and the Client that 2. HARDWARE STAGING AND DATA MIGRATION Client's staff is adequately trained. ATL will perform staging and set up and data migration services for the 4.4 Network. Client is responsible for ensuring that a computer Software Services according to the terms and conditions below and the network is installed and tested prior to deployment. applicable Quote and Quote Detail,so long as Client has paid the applicable Fees.Staging and setup,and data migration services are quoted on a fixed fee 5. INTERFACES plus reasonable and customary travel expense basis that is further defined in Any interfaces to be developed by ATL for Client shall have the scope of work the Quote Detail. and Fees for such interface development set forth in a separate statement of 2.1 Data Migration. If data migration services are specified on the work or Quote. Quote,ATL agrees to perform migration of data Client's current system 6. TERM to the Software Services for the charge set forth in the Quote,so long as the quality of the legacy system data is intact and accessible to ATL. The Deployment Services term shall commence upon the Effective Date and Client will provide resources and personnel to complete all programming continue until final completion of the Deployment Services. or reports necessary for data extraction, in the necessary formats,for Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 9 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE C—DATA USE AND SECURITY This Data Use and Security Agreement("Data Agreement")is made and entered 2.3 Use of Client Data.ATL agrees to use and disclose Client Data only into as of the date of the Agreement by and between ATL and Client and is for an Authorized Purpose Client also agrees that ATL may host in the ATL incorporated into the Agreement by this reference and shall be subject to the LIMS On- Demand Network archive copies of Client Data disclosed or terms and conditions of the Agreement and itsSchedules. transmitted to an ATL Contractor. WHEREAS,ATL has a hosted software solution;and 2.4 Safeguards against Misuse of Information. ATL will use appropriate physical, technological and administrative safeguards to WHEREAS,Client uses certain software services of ATL under the Agreement; prevent the use or disclosure of Client Data,other than as permitted under and this Data Agreement,and to protect the security,integrity and availability WHEREAS,Client is committed to compliance with all state and federal statutes of electronic Client Data to which it has proper access. and regulations,including but not limited to the Health Insurance Portability and 2.5 Reporting of Unauthorized Disclosures.ATL shall promptly upon Accountability Act of 1996(as amended,"HIPAA")and regulations promulgated thereunder. becoming aware of any use or disclosure of Client Data in violation of this Data Agreement by any of its officers,directors,employees,contractors or NOW,THEREFORE,in consideration for the mutual promises set forth herein and agents or by a third party to which ATL discloses Client Data,report such other good and valuable consideration,and intending to be legally bound,the disclosure, in writing,to the Client from which the Client Data had been parties hereto agree as follows: obtained. 1. DEFINITIONS 2.6 Agreements by Third Parties.Each agent,ATL Contractor,or other person that has or will have access to Client Data through the ATL LIMS On- 1.1 Aggregated Data shall mean Data from multiple Clients in the ATL Demand Network shall agree to be bound by a Data Use Agreement which LIMS On-Demand Network. shall include at least the same restrictions,terms,and conditions that apply 1.2 Authorized Purpose shall mean any use by ATL or an ATL to the ATL LIMS On-Demand Network under this Data Agreement with Contractor of Client Data as provided for in this Data Agreement or the respect to Client Data. Software and Services Subscription Agreement. 2.7 Notice of Request for Data.ATL agrees to notify Client promptly 1.3 Client Data shall mean information from Client's ATL LIMS System upon receipt of any request for production or subpoena of Client Data,in shared with the ATL LIMS On-Demand Network. Client Data does not connection with any governmental investigation or governmental or civil include the data prohibited by Section 2.2 below. proceeding. 1.4 ATL Contractor shall mean a third party that will have access to 2.8 Termination upon Breach. This Data Agreement may be Client Data through the ATL LIMS On-Demand Network and agrees to be terminated by either party upon five(5)days prior written notice to the bound by a Data Use Agreement which shall include at least the same other party in the event that such other party breaches any provision of restrictions,terms,and conditions that apply to the ATL LIMS On-Demand this Data Agreement and such breach is not cured within such five(5)day Network under this Data Agreement with respect to ClientData. period. Upon termination, Client will no longer allow ATL or an ATL Contractor to access,use or disclose Client Data.Each party shall have the 2. OBLIGATIONS OF PARTIES right to fully exercise any remedy existing at law or in equity in the event the other party breaches or violates this Data Agreement. 2.1 This Data Agreement addresses ATL's access to and use of Client Data. 2.9 Survival of Terms. The terms and provisions of this Data Agreement that protect Client Data shall survive expiration or termination 2.2 Client Data.Client owns all right,title and interest to the client of this Data Agreement and such information shall thereafter only be used data.By participating in the ATL LIMS On-Demand Network,Client agrees or disclosed for the Authorized Purpose. that ATL may,through its VPN network,use Client Data for any Authorized Purpose.Client agrees that it will under no circumstances store,process, 2.10 Entire Agreement.This Data Agreement supersedes all previous or submit protected health information(as defined under HIPAA)or any representations,understandings or agreements regarding the Client Data other types of regulated data on any ATL hardware or ATL software.ATL and shall prevail notwithstanding any variance with terms and conditions shall not be liable to the extent that the Client breaches this Section 2.2, of any other document submitted by or on behalf of Client or ATL regarding and in the event that Client breaches this Section 2.2, notwithstanding the Client Data;provided,that,to the extent the Client enters into a Study anything to the contrary in the Software and Services Subscription Agreement with ATL or an ATL Contractor outlining the terms of the Client's Agreement,or Section 2.8 below,ATL shall have the right to immediately participation in a specific Study,the terms of such Study Agreement shall terminate the Software and Services Subscription Agreement upon notice govern the use of Client Data for such Study. to Client without any cure period. Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 10 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE D-SERVICE LEVELS General. This Schedule sets forth the Service Levels. As this is a lower cost Software Services may be unavailable for use due to scheduled maintenance.In hosting option there are concessions that have been made. ATL will use addition,ATL may perform scheduled maintenance from 1:00 a.m.ET to 5:00 commercially reasonable efforts to make the Software Services available during a.m.ET each morning and ATL will notify Client for any maintenance expected to the service period(8:00-5:OOpm ET). prevent access to the Software Services for more than 15 minutes. The notification shall include the reason and the procedure for implementing the 1. Service Level Credits. ATL shall issue credits("Service Level Credits")to change. Client for any failure by ATL,as defined in section 5,to meet or exceed a Service Level in accordance with this Schedule D.Service Level Credits will be issued on 5.Service Levels and Credits.There is a separation in Service Level between a monthly basis based upon ATL's performance of the Software Services in the the"platform"and the"software".They aredescribed as follows: prior month and will be applied against ATL's next monthly invoice for the Software Services. Platform:Is the systems upon which the software runs.If user is able to connect to the login page the platform is considered available. 2. Measurements and Reporting.Commencing on the first Access date,ATL shall provide Client a monthly report in sufficient detail to verify ATL's Software is the supporting software(Citrix)and the actual LIMS software.If the performance of the Software Services as measured by the Service Levels. user is able to login to the system and can see the software icon but not launch the software then software is considered down. 3. Exclusions.ATL shall not be responsible for its failure to meet any Service Levels to the extent its performance of the Software Services is adversely The separation in service level is the result of the customer having a LIMS affected by the occurrence of any of the following events: administrator with the capability to adversely affect the LIMS system potentially causing an outage. (i)Client's failure to perform its obligations under theAgreement; Service Level Credits will be issued per hour of lost use if the platform is off line (ii)the wrongful acts or omissions of Client or any of its third-party vendors; during a time which specifically affects customer business only. (iii)the failure of any of Client's employees to adequately perform their tasks related to the Software Services; Up Time Guarantee (iv)unreasonable,untimely, Platform 99.9% incomplete or inaccurate information from Client; (VMs/Connectivity) (v)the failure of a Client's equipment or software in a manner that is not ATL's LIMS Software 99.0% fault; SLA Guarantee Remediation Yes--hourly (vi)the occurrence of a Force Majeure Event,which shall mean a delay in the Certification/Level Tier 3/SSAE16/ISO27001 performance of ATL's obligations under the Agreement if and to the extent __Certified _ caused,directly or indirectly,by fire,flood,earthquake,elements of nature or Location(s) Multiple Regional acts of God;riots,civil disorders,wars,acts of terrorism,rebellions or revolutions _ Datacenters in any country;acts or omissions of third parties;or any other cause beyond the High Availability Yes(Multiple Data reasonable control of that party; Centers) (vii)Scheduled Downtime(as defined below);and/or Hardware Failover Guaranteed (ix)other reasons outside of ATL's control,including any of the following: Last Mile Network Yes Redundancy • Failure of any connectivity not provided by or on behalf of ATL,including Last Mile Power Feed Yes external connectivity used by tele-workers to the extent such external Redundancy connectivity is not provided by ATL. UPS Redundancy Redundant UPS units Power Feed Redundancy Multiple Generators • Failure of electric utility power at the Client's facilities,provided that such --— failure is not arising from or related to any act or omission of ATL or its Physical Security Multiple layer card access agents. Surveillance Video and human 24/7/365 • Domain Name Service(DNS)failure,when such services are not under ATL's Full Backups Daily control or controlled or provided by an agent of ATL. - Scheduled maintenance or system updates to the Software Services Retention Time 7 days • performed by ATL personnel or its representatives. Time to Restore 8 hours • An equipment or software failure of any ATL server so long as the failure Monitoring 24/7/365 does not affect the ability for the Client to print from or access the Software Security Monitoring 24/7/365 Services. Infrastructure Multi-tenant design(with • Any problems accessing any email,web address,or application other than appropriate security) those directly provided by ATL,or controlled or provided by an agent of ATL Virtual Machine Use Multi-tenant for the Software Services. - - • Any third-party application that is installed or updated by Client and/or a 6. Back Up Scheduling.Commencing on the Go Live date and continuing for third party that causes the Software Services to lose any degree of the remainder of the term of the Agreement, ATL, or its subcontractors will functionality. As an example, many third-party programs may rely on provide and administer a backup solution for the Client in order to facilitate data function libraries or other components which may be overwritten by recovery by backing up the Client's data(including,but not limited to,an off-line Windows OS or Office updates, or another third-party application that "snap-shot"of the database being used to store Client's data)at the end of each causes the Software Services to no longer function.Some websites may not business day.The tape backup optional solution,as defined on quote,will allow be accessible due to system security settings or version conflicts (1VM, for the following with respect to the data for Client: ActiveX,plug-ins,etc.).Some third-party applications may rely on access to external servers or services which are not hosted by ATL(email, interface • Allow data recoverability daily for the prior two weeks backups; servers,web portals,etc.). • Allow data recoverability weekly for the previous calendarmonth; 4. Scheduled Downtime.ATL's standard maintenance window is each Sunday and night from 6:00 p.m.ET to 5:00 a.m.ET("Standard Window")at which time the • Allow data recoverability monthly for 12 previousmonths. Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 11 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE E-QUOTE This section is left blank,and incorporates the final quote/proposal pricing by reference Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 12 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED SCHEDULE F—Recurring Payment Authorization Form Company Name: Street Address: City,State,Zip Code: Phone Number: Schedule your payment to be automatically deducted from your bank account,or charged to your Visa,MasterCard,or American Express.Just complete and sign this form to get started! Recurring Payments Will Make Your Life Easier: • It's convenient(easy for accounting,no monthly requests/approvals,and saves you time and postage) • Your payment is always on time,eliminating late charges and serviceinterruptions Here's How Recurring Payments Work: You authorize regularly scheduled charges to your checking account or credit card.You will be charged the amount indicated below each billing period.A receipt for each payment will be emailed to you and the charge will appear on your statement as a charge from ATL.You agree that no prior-notification will be provided unless the date or amount changes,in which case you will receive notice from us at least 10 days prior to the payment being collected. Please complete the information below: authorize Accelerated Technology Laboratories(ATL)to charge my (authorized designee) credit card,or auto-draft from a Checking account as indicated below for$ USD on the (amount) of each for payment of my (day)(frequency) (service) Billing Address Phone# City,State,Zip Email Checking Account Credit Card* ❑Checking ❑Visa ❑MasterCard ❑Amex Name on Acct Cardholder Name Bank Name Account Number Account Number Exp.Date Bank Routing# CVV(3-4 digit number on back of card) Bank City/State (Amex is 4 digit number on front right of card) *A 3%fee will be added to all credit card payments " Routing Number Account Number 1 <22222222 �0 ill SSS�Y 02 Yearly via ACH&Check: ❑Pay Yearly in Advance(additional 3%discount) SIGNATURE DATE I understand that this authorization will remain in effect until I cancel it in writing,and I agree to notify ATL in writing of any changes in my account information or termination of this authorization at least 15 days prior to the next billing date.If the above noted payment dates fall on a weekend or holiday,I understand that the payments may be executed on the next business day.For charges to my checking account,I understand that because these are electronic transactions,these funds may be withdrawn from my account as soon as the above noted periodic transaction dates.In the case of an ACH Transaction being rejected for Non-Sufficient Funds(NSF)I understand that ATL may at its discretion attempt to process the charge again within 30 days,and agree to an additional$50 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment.I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S.law.I certify that I am an authorized user of this credit card/bank account and will not dispute these scheduled transactions with my bank or credit card company,so long as the transactions correspond to the terms indicated in this authorization form. Accelerated Technologies Laboratories,Inc.Software and Standard Services Subscription Agreement Page 13 CONFIDENTIAL AND PROPRIETARY--UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED Accelerated Technology urouroars ac Sample Master! LIMS SoW Client Name: The City of Elgin Water Department Statement of Work Date October 31, 2019 Client City of Elgin Water Department Job Name RFP for Professional Services for LIMS Software Upgrade Requested by Eddie Ramos From ATL Summary The City of Elgin issued a Request for Proposal("RFP")to procure a Laboratory Information Management Software solution (LIMS) as well as related professional,training, maintenance, and support services. The LIMS and associated solutions will enable the City of Elgin to perform its laboratory testing business processes effectively and efficiently in accordance with the applicable TNI/NELAC, ISO, EPA and other regulatory requirements.Accelerated Technology Laboratories, Inc. was the successful bidder in providing the following solutions to the City of Elgin,and the software will be deployed as a Tier 1 Multi-tenant(Standard)SaaS(hosted) implementation. ■ Sample Master® Pro Web—10 Concurrent Users o Sample Tracking o Data Entry o Sample Scheduling o QA/QC o Chemical Inventory o Resource Management o Customer Relationship Management(CRM) o LIMS Maintenance Module • Sample Master® iMobile Application—3 Concurrent Users ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 1 Accelerated Technology u OWO&to ac. Sample Master®LIMS SoW Client Name: The City of Elgin Water Department Project Scope This SOW covers the following activities and deliverables. • Kick off the project:The City of Elgin will assemble all key stakeholders and ATL will schedule a conference call. Both ATL and The City of Elgin will introduce team members and their roles in the project. ATL will hold a kick-off meeting to discuss the project,the plan in terms of ATL's processes and procedures along with some of the tools (checklists,templates,forms)that are used and our expectations in working with our partners.ATL will send a copy of the presentation along with meeting notes. • (ATL Advantage Plan)Checklists,Templates and Forms: Following the kick-off meeting,ATL will deliver the following to the City of Elgin: Pre-installation New Customer Checklist,the Static Data Table Template, Dashboard, Change Order Form,Training Forms, and Meeting Notes(if applicable). • Software Manuals: ATL will provide the City of Elgin with the ATL Sample Masters LIMS User Manual,Sample Master® LIMS Training Manual, and Sample Masters LIMS Administrator Guide in electronic PDF format, and, upon request, in hard copy. • Updated Project Gantt Chart and Dashboard:ATL to schedule a call with the City of Elgin team to review the pre-installation checklist,templates and any changes so that an updated Gantt Chart/Project Dashboard will be created. • ATL Cloud Services—LIMS On Demand:ATL and partners maintain servers, apply all updates and service packs, and buy all necessary Windows OS, Microsoft SQL Server, and VM ware license.This includes daily backup and holding backups from the last 14 days. ATL will also provide ATL Gold Support—LIMS Account Manager, Unlimited Technical Support via a toll-free number, Dial-in Remote Support, Access to Website User Support Area, Software Service Packs, Product Upgrades, and LIMS Solutions News Letter in addition to access to the following modules and enhancement tools: Sample Tracking Module, Data Entry, Sample Scheduling, QA/QC,Chemical Inventory, Resource Management,Customer Relationship Management (CRM), LIMS Maintenance Module and Sample Master® iMobile®. • iMobile®: ATL will provide webpage access to the iMobile® product for the City of Elgin. • Complete Work on Pre-installation Template:ATL engineers will work with the City of Elgin to help place all of the static table data into the ATL Excel template for import into the LIMS and will ask the City of Elgin team to review for correctness before the static table data (tests, methods, parameters) are imported into Sample Masters. Once the data are imported, a remote training session is scheduled with key City of Elgin team leads to review the import and installation on the production server VM in the Cloud. Once completed, on-site training dates are discussed and selected. Reference trainings listed below. ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 2 Accelerated Technology uII0WOES INC Sample Masters LIMS SoW Client Name: The City of Elgin Water Department • Set up and Configuration of the Remote Servers(VMs): ATL will work with its hosting and support partners to'provide the confirmation to configure the remote servers. Once this step is completed, ATL is notified and requires 4 weeks to test the servers and review the set up. ATL engineers will also install all the software, Sample Master® LIMS and Sample Master® iMobile. • Customization Requirements Documents (RD): ATL will create a detailed Requirement Document (RD)for each customization that is included in the cost proposal of the project.This includes custom reports and new features or functions. These documents are emailed from ATL to the City of Elgin for approval and signature. Once approved,they will be placed into the development queue. Once customizations have been developed,they will be implemented for the City of Elgin by ATL. • Enterprise Integration Requirements Documents (RD): ATL engineers will forward completed RDs for review and sign-off before development begins. ATL Engineers will work with the City of Elgin team to integrate the following external databases. Twenty(20) hours of time have been estimated for the technical requirements documents and integration to be completed. If less time is required for any interface a credit will be issued, if more time is required,the City of Elgin Project Manager will be notified and a Change Order may be required to compensate the Level of Effort required. Review existing web services and integrate with Sample Master®: o Proficy HMI/SCADA iFix 5.8 • Report Development(RD):ATL engineers will provide detailed RDs for each report that is to be developed and a unique ID will be assigned to each report.The RDs will be emailed to the City of Elgin Project Manager for review and approval (signoff). Once this is returned to ATL, ATL engineers will create the report. Completed reports will be tested on the test/development server, once they pass testing they will be deployed on the production server. ATL has included thirty-two (32) hours for assistance with development of the following: o LIMS Entry Form o Monthly Chlorine Contact Time o Monthly Report of Operations o SWTR RDC at Entry Point TPO1 Export o IESWTR Form Turbidity Monitoring Report o R800 WQP Bi-Annual Report o R805 WQP Bi-Annual Report o SWTR RDC at Entry Point & Inactivation Ratio Monitoring Report • Requirements Gathering:ATL engineers will meet on-site with the Project Manager and the City of Elgin team to assess the scope of the client's configuration and customization requirements. This process is designed to mitigate risk,facilitate efficient deployment of the LIMS and ensure long-term success for the implementation. One (1) day has been allocated to this task. Specific dates for on-site consulting service trips will be agreed upon by ATL and the City of Elgin during the project execution and prior to on-site visits. ©2019 Accelerated Technology Laboratories, Inc. Statement of Work page 3 Accelerated Technology UIOu1OR1E5 INC Sample Master® LIMS SoW Client Name: The City of Elgin Water Department • Complete ATL Confirmation of Travel Form:This single page form defines the date of travel and requires signoff so that the date can be locked in and travel arrangements made.A pre- installation conference call is held to address any questions prior to coming on-site for the LIMS Admin and End-user training. • ATL will Email the On-site Visit Agenda:This agenda will define the activities to be completed during the visit, so that the City of Elgin team can plan accordingly. Tasks to be completed during this visit include: continued imported data review, set up and configuration review, calculation configuration and review, teaching the team each task on set up as well as providing end-user training. • Off-site Configuration Services:ATL engineers will provide telephone and web-conference delivered guidance and assistance for the configuration of the laboratory's workflow into the LIMS, including: o Assistance with Static Data Migration:8 Hours o Assistance with iMobile Configuration:4 Hours • ATL Per-Diem Off-site Testing& Documentation: o Creation of SDWIS EDD included at No Charge. o Migrate historical data from the current Concentric-designed LIMS solution.This is estimated at twenty(20) hours. • Delivering End-user and LIMS Administrator Training Manuals:ATL engineers upon receiving a final count for individuals who will be trained as LIMS Administrators and end-users will supply the proper number of training manuals and agendas. • Completed Training Forms: As ATL is an ISO Certified Company,we complete training forms once training has been delivered,to document the trainer, who was trained,what they were trained on, along with the duration of the training. A copy of this form will be provided to the City of Elgin Project Manager. • System Administration Training Records:As ATL is an ISO Certified Company,we complete training forms once training has been delivered,to document the trainer,the System Administrators which were trained,what they were trained on, along with the duration of the training. A copy of this form will be provided to the City of Elgin Project Manager. We recommend a LIMS Administration as well as a back-up LIMS Administrator participate in all training sessions. An will provide training for a period of one (1)day on-site. • End User Training Records:As ATL is an ISO Certified Company,we complete training forms once training has been delivered,to document the trainer, end-users who were trained, what they were trained on, along with the duration of the training. A copy of this form will be provided to the City of Elgin Project Manager. There will be several sessions of training and a new record will be generated for each session.Training will be provided for a period of three (3) ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 4 Accelerated Technology ueouroCEs INC Sample Master® LIMS SoW Client Name: The City of Elgin Water Department consecutive Thursdays on-site. ■ Sample Master®iMobile Training Records:As ATL is an ISO Certified Company,we complete training forms once training has been delivered,to document the trainer,end-users who were trained,what they were trained on, along with the duration of the training. A copy of this form will be provided to the City of Elgin Project Manager.ATL will provide training for a period of 0.5 days on-site. Key Assumptions This agreement is based on the following assumptions. Server Configuration Setting up a Cloud environment, requires a four-week period, and all contracts begin on the first of the month. ATL requires a 4-week set up and testing period, prior to allowing access to the City of Elgin team. The City of Elgin will need to have consistent Internet access. Project Management A dedicated Project Manager will be assigned by ATL as well as the City of Elgin. Both ATL and the City of Elgin will have adequate project resources (staff, hardware, system accesses, etc.) assigned to the project. ATL typically holds bi-weekly project review meetings that will require the presence of City of Elgin team members to discuss project updates, any issues, and next steps. The City of Elgin will provide ATL the database or populated static table template so that ATL can electronically migrate all of the static table data from the current system into ATL's Sample Master® LIMS. The City of Elgin will provide ATL with copies of the databases that will be integrated with ATL Sample Master® LIMS for off-site development and testing. The City of Elgin will return all checklists,forms,templates supplied by ATL within 2 weeks, unless additional time is requested. The City of Elgin team will supply instrument output files for any instruments to be interfaced and there will be no changes to the instrument that would alter the output file, after the file is sent to ATL. The instrument files will be provided within 2 weeks of the kickoff meeting, unless additional time is requested. ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 5 Accelerated Technology UOUT acs i$c. Sample Master® LIMS SoW Client Name: The City of Elgin Water Department The City of Elgin team will supply sample reports to the ATL Project Manager that are required within a reasonable time period (within 2 weeks) so that the ATL team can begin on the report technical requirements documentation. The City of Elgin team will review all deliverables submitted by ATL within a reasonable time period (within 2 weeks) of submission from ATL to Client. If no comments for modification are received from The City of Elgin by ATL on 2 weeks from delivery of the deliverable,the deliverable will be considered delivered as is with no further revisions required. Training The City of Elgin will identify a primary and a back-up individual for LIMS Administrator training. The City of Elgin team will identify those individuals that will participate in the end-user training so that ATL team can prepare the appropriate number of training manuals. Staff will be given adequate time to be trained as outlined in the contract. Additionally, upper management will support the LIMS effort and ensure that staff have the resource support they need to meet deadlines. The City of Elgin team will provide Internet connectivity to access Sample Master® LIMS and electricity for projectors for training sessions and adequate facilities, and a training room to train LIMS Administrator and End-users. Acceptance The client named below verifies that the terms of this Statement of Work is acceptable.The parties hereto are each acting with proper authority by their respective companies. Accelerated Technology Laboratories, Inc. Company name Company name Steve Chase Full name Full name Chief Executive Officer Title Title Signature i at4e4 10/31/2019 Date Date ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 6 IAccelerated Technology UIOUIOU6 IX Sample Mastery LIMS SoW Client Name: The City of Elgin Water Department Version Date Document Comment Author 1.0 10.21.2019 New Document ATL Changed "ATL will install and provide access" to"provide webpage access"to the iMobile 2.0 10.31.2019 product. Changed Historical Data Migration ATL from Optional. Removed Optional Sample Master Boot Camps. Corrected Spelling Error. City of Elgin 5 Year Payment Plan Year 1 Year2 Year3 Year4 Year5 TOTAL Hosting Cost $10,800.00 $10,800.00 $10,800.00 $10,800.00 $10,800.00 $54,000.00 ATL Cloud Services Account Initiation $4,500.00 $0.00 $0.00 $0.00 $0.00 $4,500.00 Professional Services $23,375.00 $0.00 $0.00 $0.00 $0.00 $23,375.00 Training $8,977.50 $0.00 $0.00 $0.00 $0.00 $8,977.50 Travel $6,025.00 $0.00 $0.00 $0.00 $0.00 $6,025.00 TOTAL $53,677.50 $10,800.00 $10,800.00 $10,800.00 $10,800.00 $96,877.50 Year 1 Payment 1(3 Months Hosting+Account Initiation+ATL Advantage Plan) $12,200.00 Ongoing Monthly Hosting(Billed 1 Month in Advance) $900.00 All Professional Services,Training and Travel Billed as Incurred ©2019 Accelerated Technology Laboratories,Inc. Statement of Work page 7 r _ . .. am . • • h�� °Sl: 44.4'4.04.r t70,t •- r T tC w ��,�1 • �! ti ^ , .'L;.+A....4, • qit ' • �' •• • • k? ftt� .t-V'4\, r tuy , J ''' I4'.- _ 4 . � '''.1 - .. il ►: . ,..4..z‘.-"1C444 • .41.7.j. 4y..-4- ..))' d.A,, ' F -, A. . '." ,�• t.1t1 V .7 fr '.• ,It' 'i [[ •, �.t(* _ 4� I {s4-s . •x ' ' .4.10. ,st st M , F,•'T r_ ' y-mk• d!4. • ° f.ii. R , r ' . f { •". 4ter- a. Itt 'i •.•4", r. ': SM-T1-20191115-City-v1 ELGIN Cost Proposal for Accelerated City of Elgin Water Department Technology THE CITY IN THE SUBURBS- Sample Master® Pro Web LIMS for 10 Concurrent Users items niLees uR0G70BIESINC. Tier 1 Hosted Deployment - Multi-Tenant 11/15/2019 Quotation Summary Annual ATL Sample Master*Cloud Services*(Monthly Subscription:$900.00) $ 10,800.00 Professional Services $ 23,375.00 Training $ 8,977.50 Estimated Travel&lodging $ 6,025.00 ATL Cloud Services Account Initiation $ 4,500.00 ATL Cloud Services Year 1 Project Total(Includes Enhancements,Professional Services,Training,Travel,Account Initiation&12 Months of Hosting) $ 53,677.50 NOTES *60-Month Minimum Commitment Required Quote Valid Through: 3/14/2020 All Items quoted in$USD •Participation in ATL's Customer Spotlight Program includes(a)Working with an ATL representative to create a Spotlight article,(b) Serving as an ATL reference site for potential customers of ATL's products,(c)Working with ATL's technical team to write an article for a peer-reviewed paper on how your laboratory is utilizing Sample Master LIMS. ••Trade In/Trade Up from Legacy LIMS Discount.Must provide a copy of the first page of the User Manual. Prepared by Laura Lee Williford Prepared for Eddie Ramos Accelerated Technology Laboratories City of Elgin Water Department Address 496 Holly Grove School Road Address 150 Dexter Ct West End,NC 23736 Elgin,IL 60120 Phone 800.565.LIMS(5467) Phone (847)931-6160 Fax 910.673.8166 Email ramos_e@cityofelgin.org Email Iwilliford@atlab.com Approved By Dr.Christine Paszko Accepted By VP Sales and Marketing Date Accelerated Technology Laboratories,Inc. 496 Holly Grow Rd•West End,NC 27376 SGS 800.565.LIMS(5467)or 910.673.8165 www.adab.con, Confidential Page 1 of 4 SM-T1-20191115-City-v1 Cost Proposal for Accelerated E LG I N City of Elgin Water Department Technology THE CITY IN THE SUBURBS' Sample Master® Pro Web LIMS for 10 Concurrent Users twangs NLllas LABORATORIES INC Tier 1 Hosted Deployment- Multi-Tenant 11/15/2019 ATL Cloud Services Per User Description Qty Rate Total LIMS On Demand 10 150.00 $ 1,500.00 Sample Master'access for 10 concurrent users,and 30 named users.ATL and partners maintain servers,apply all updates and service packs,and buy all necessary Windows OS,Microsoft SQL Server and VM ware licenses.Subscription includes:1)daily backup and holding backups from the last 7 days.2)Unlimited ATL Technical Support'.3)Access to Website User Support Area, 4)Software Service Packs,5)Product Upgrades,and 6)LIMS Solutions Newsletter.Includes access to the following: *Please note:60 month minimum commitment required #Note:Clients are provided with 2X the Concurrent User Licenses in Named User Accounts.Additional Named User Accounts are 525/user/month,and reflected under Additional Named User Accounts. 'Support incidents are triaged by Tier and Severity,with Tier 1 Dedicated Support taking priority. Note:All LIMS On Demand accounts require a$4500 occount initiation fee.First Invoice will include Initiation fee,ATL Advantage Plan and first three(3)months of subscription fees. Customer Spotlight"and Trade In/Trade Up"Discounts -75.00 -750.00 Sample Tracking Automate sample log-in,barcode labels generation,and creation of quotes and invoices.Generate standard and custom reports, including Chain of Custody,login,and sample conditions.Attach supporting documentation to orders.Create,maintain and email work lists Data Entry Enter,review and approve results,create QC Batches and monitor Audit Trails.Create Trend Analysis charts by test,department, client,site,etc.,from historical data.Integrated GIS functionality supports plotting sampling locations and test result values. An integrated Electronic Data Deliverable(EDD)designer supports regulatory and other reporting requirements. Sample Scheduling Log samples for routine collection automatically via schedules,including hourly,daily,weekly,monthly,quarterly,semi- annually,or annually. QA/QC Graph results and create control charts.Configure tests to include QC,matrix spikes,blanks,duplicates,surrogates,matrix spike duplicates,etc. Chemical Inventory Tracks supplies and vendors and provides the ability to assign prices to supplies,track lot numbers,and assign expiration dates. Provides email alert for supplies that are approaching expiration date and/or reaching critical limits for reordering. Resource Management Set up instrument calibration schedules and personnel certificate renewal alerts to meet regulatory compliance. Manage instrument maintenance,calibration and repair records to ensure that all instruments are within control. Customer Relationship Management(CRM) Supports system deviations through an organized method of tracking,monitoring,and rapidly resolving potential problems.The CRM module will facilitate the execution of corrective and preventative actions to ensure regulatory compliance. Accelerated Technology Laboratories,Inc. 4%Holly Grove Rd•West End,NC 27376 (6144) 800.565.IIM5(5467)or 910.673 8165 scs www.atlab.com Confidential Page 2 of 4 LIMS Maintenance Configure and maintain the laboratory static data and defaults,including:Numbering formats,Employees,Permissions,Tests, Methods,Limits,Prices,Departments,Custom captions,Facilities,Reports and other settings.Allows LIMS Administrators to conform the LIMS to match the workflows and business rules of the laboratory. iMobile• Concurrent 3 100.00 $ 300.00 Allows direct upload of LIMS data from field collectors in real-time.(iPad,Samsung Galaxy,Nexus,or other device with a rugged case sold separately.)3 Client licenses assigned. Customer Spotlight'and Trade In/Trade Up"Discounts -50.00 -150.00 Subtotal ATL Cloud Services $ 1,800.00 Customer Spotlight'and Trade In/Trade Up"Discounts $ -750.00 Customer Spotlight'and Trade In/Trade Up••Discounts $ -150.00 Subtotal ATL Cloud Services Discounts $ -900.00 Total Sample Master°Cloud Services-Monthly Subscription $ 900.00 Professional Services Service Description Location Qty Unit Unit Price Total ATL Advantage Plan Off-Site 1 each 5,000.00 $ 5,000.00 The ATL Advantage Project Management program is the result of over two decades of expertise in the LIMS industry and in compliance with ATL's ISO 9001 Certified Quality Management System.ATL assigns a Project Manager who is responsible for implementation and training.This consists of project meetings,checklists,a static data template,project implementation plan, project dashboard and assistance that ensures that ATL's clients successfully deploy ATL's LIMS. The Advantage Plan cost is based on the overall project scope,including number of instrument interfaces,custom reports and LIMS customizations. Requirements Gathering On-Site 1 day 1,995.00 $ 1,995.00 ATL utilizes our Requirements Gathering process to assess the scope of the client's configuration and customization requirements.This process is designed to mitigate risk,facilitate efficient deployment of the LIMS and ensure long-term success for the implementation. Configuration Assistance Off-Site 12 hour 195.00 $ 2,340.00 Telephone and web-conference delivered guidance and assistance for the configuration of the laboratory's workflow into the LIMS. Assistance with Static Data Migration Estimated at 8 hours Assistance with iMobile Configuration Estimated at 4 hours Note:Customers are only charged for hours of service rendered. Report Development Off-Site 32 hour 195.00 $ 6,240.00 Based on examples of following reports,estimated 32 hours: LIMS Entry Form Monthly Chlorine Contact Time Monthly Report of Operations SWTR RDC at Entry Point TP01 Export IESWTR Form Turbidity Monitoring Report R800 WQP Bi-Annual Report R805 WQP Bi-Annual Report SWTR RDC at Entry Point&Inactivation Ratio Monitoring Report 264) Accelerated Technology laboratories,inc. i 4%lolly Grove Rd•West End,NC 17376 SGS800.565.1IMS(5467)or 910.673.8165 www.atiab.com Confidential Page 3 of 4 ATL Off Site Customizations,Testing&Documentation Off-Site 40 hour 195.00 $ 7,800.00 Development of interfaces: -Proficy HMI/SCADA iFix 5.8(stored on 2 servers)estimated 10 fields at 10 hours -Factorytalk VantagePoint EM estimated at 10 fields at 10 hours SIDWIS EDD at No Charge! Historical Data Migration estimated at 20 hours. Please Note:ATL Engineers will work with client to create a Requirements Document that will clearly define the specifications of each customization,for client review and signoff prior to any initiation of work(Includes Requirements Document,Creation, QA/QC,documentation and installation).Upon completion of the Requirements Document process and client approval an exact cost will be provided. Total Professional Services $ 23,375.00 Training Training Description Location Qty Unit Unit Price Total System Administrator and Super User Training On Site 1 day 1,995.00 $ 1,995.00 Administrator and Super User training is designed to maximize the user's knowledge and understanding of Security and Configuration within the LIMS.Training includes the information required to configure users and test methods in the LIMS. End User Training On Site 3 day 1,995.00 $ 5,985.00 End user training is designed to ensure users develop an understanding of LIMS functionality relevant to their individual responsibilities.Three consecutive Thursday training sessions for operators concurrently with laboratory team. Sample Master iMobile Training On Site 0.5 day 1,995.00 $ 997.50 Sample Master*iMobile Training is designed to provide Administrators with the knowledge to manage the security and configuration of the iMobile Application,and to ensure users develop an understanding of the functionality included in the iMobile Application. Total Training $ 8,977.50 Travel Expense Travel Expense is based on 4 trip(s)and 5.5 day(s)on-site. Total Travel $ 6,025.00 (6) Accelerated oh Laboratories,Inc. 4%Holly GrowRd•West End,11C 27376 SGS800.565.LIMS 154671 or 910.673.8165 www.atlab.com Confidential Page 4 of 4